Gwenfreak
by TOAA5501
Summary: What if? story. What if Ghostfreak decided to stay in Gwen's body and use her for 'his' own purposes after the events of Ghostfreaked Out? Slight horror and darker themes will be present.
1. Chapter 1

**A/N: Hello all, it's been a long time.**

**Don't worry B10: PF will get its new chapter soon, but in the meantime, it's time for a new story.**

**Just some story notes:**

**Set in the timeline of the original series.**

**Ben and Gwen are aged 10.**

**Ben has the original prototype Omnitrix.**

**I'm going to start from the beginning of the episode 'Ghostfreaked out' to help set up the story.**

**Ghostfreak is female (Zs'Skar pronounced Zuh Scar).**

_Italics for thoughts_

**Bold for possessed voices (Ghostfreak's voice through someone else's mouth) and scene & time changes.**

**I don't own Ben 10.**

**Now, I give you… Gwenfreak!**

* * *

**Gwenfreak**

**Chapter I: Ghostfreaked Out**

**(A Park * Afternoon)**

It was a fairly normal day, given the summer Ben and Gwen had been having, finding themselves in a park just chilling.

A boy had gotten his frisbee stuck in a tree and decided to climb up and get it. He got to the branch and grabbed his lost frisbee, but then came to the realisation of how high he was. He dropped his toy and tightly held on to the branch for dear life, yelling for help.

"Don't worry" yelled Gwen from the ground, "we'll come up and get you."

"We?" her cousin questioned sarcastically.

"You're the one with all of those aliens at your fingertips," she replied.

He activated his watch and transformed into the large orange dog known as Wildmutt.

"Great idea," Gwen remarked, "turn into the vicious alien attack dog to rescue the scared kid out of the tree." Ben just growled back at her in response.

The boy looked behind to see what made a noise and saw the large form of Ben's Vulpimancer form standing on all fours at the end of the branch. This increased his levels of fear as he quickly turned back, quivering.

"It's okay, I'm gonna get you down." came Ben's voice from Wildmutt, which was surprising considering he could only growl and snarl in that form.

**"But I don't want to get down,"** came a raspy voice as the child turned and a lone purple eye was on his face, **"I want out."**

Wildmutt staggered back, but the branch he was on, turned into a grey three-fingered hand that grabbed him and he found himself held up to Ghostfreak's face.

Ben walked back towards what was now the head of Ghostfreak as the same single purple eye stared at him. He jumped away but to only get caught by the three-fingered hand.

"You can't get away from me!" the voice of Ghostfreak echoed as 'he' brought the alien dog to 'his' mouthless face. "You want to be useful, get me out!"

* * *

**(Real World * Night)**

"AAAAAAAAAAAAAAHHHHHHHHHHHHHHH!" Ben screamed as he fell out of his bed, waking up from a nightmare.

"Shut up doofus. I'm trying to sleep." Gwen muttered as she rubbed her eyes sleepily.

Ben didn't even listen as the dream lingered in his mind. It was so freaky and felt so real, but it couldn't be, could it?

* * *

**(Time S****kip - Morning)**

"Hey dweeb, what's with you?" asked Gwen seeing Ben just sit there staring at the vast expanse of forest.

"Are you okay Ben?" Grandpa Max asked as he looked at his Grandson in worry.

"Yeah, I just had a nightmare, that's all," reassured Ben as he climbed back onto the top bunk.

"Oh, you're such a baby," Gwen mocked while skimming through a brochure for Bancroft Academy.

"And you're a geek," retorted Ben, snatching the brochure from her, "Is that why you want to go to this stupid school? It's just full of snobs and posers" he commented.

"Bancroft Academy is one of the best schools in the country," she answered, "and you better not do anything that will screw up my chances".

"You don't have to worry," he said with a smirk, "I'll be on my best behaviour."

"Why doesn't that make me feel better?" she asked herself.

* * *

**(Bancroft Academy * Time Skip - Midday)**

Ben sighed as he followed his cousin around the nerdy school. He was absolutely bored out of his head.

"So you can see why we are very picky here Bancroft Academy about who we admit," their blue-haired guide continued, "so many delude themselves into thinking that they are Bancroft material. It's so sad" she sighed.

"Well I have a 4.2 GPA," Gwen explained, listing off her achievements, "I'm the president of the computer club, treasurer of the science society, I volunteer at several local charities, and I am a member of my school's Jiu-Jitsu team." She decided to show off what she had learnt from her martial arts classes, but this didn't impress this guide.

"How nice for you," the guide remarked, before continuing to walk.

"BEEEENNNNNN!" a whisper came that only Ben could hear, causing him to look around in all directions, but couldn't see where it came from.

"Do you have a question?" the guide asked, bringing Ben out of his stupor.

"Uhh yeah," He answered slowly, "why are there so many kids here during summer?"

"Attending our prestigious summer school program," the girl answered politely before walking off with Gwen and Grandpa Max.

"Summer and school," Ben said, catching up, "two words that do not go together."

The tour girl brought them toward another one of the buildings at the academy, which had a slightly shaded area in front of the entrance. As they walked, Ben saw something that was out of place; instead of his shadow, it was Ghostfreak's up on the wall. He walked back to try and see it again, but it was gone. _'What in the world is going on?! I am definitely missing sleep'_ he thought, rubbing his eyes in the process, before catching up with the others.

"And this is our chemistry lab," replied Tiffany showing Gwen and Ben the academy's lab. While Tiffany and Gwen talked about her possible enrolment, Ben was looking at the beakers filled with all sorts of chemicals and compounds and saw the familiar eye of Ghostfreak.

"LET ME OUT!" came Ghostfreak's voice as Ben stumbled back from the beaker.

"Leave me alone!" Ben yelled back, throwing the beaker to the floor, near the feet of the guide. She was not impressed. All of a sudden, the Bunsen burners turned on, rapidly heating the chemicals above, to the point of causing the beakers to shatter.

"Ben? What are you doing?" Grandpa Max asked.

"I didn't do anything" Ben explained, "it was Ghostfreak". As he finished, the fire alarm went off in the science lab, causing the sprinklers to go off right over the head of the guide. She, again, was not impressed by the behaviour of Gwen and her cousin.

"This is not going to look good on your application" she calmly spoke, "Bancroft is a no freak zone."

* * *

**(Elsewhere on Campus)**

"See what I mean" Acid Breath spoke, "easy money". The circus freaks stared at the case of golden and silver trophies, looking to steal them and make a quick buck.

"Hey, this room is off-limits without an escort" a security guard ordered, not sure what to think of the trio, who just gave a dirty look and grin to the man.

* * *

**(Elsewhere on Campus)**

"I am so sorry about my cousin," Gwen apologised to the guide, who was still dripping wet from the sprinkler incident, "actually, I don't even think that were even really related, I think his parents found him at the zoo or something."

The guide just looked back at her and it was clear she had not found the joke funny. "At BA, it is as important as who you are, what you have done," she explained, "and if you're a person from a quality family". She walked away without another word.

Gwen was absolutely pissed now. She turned and brought her arm up, as if to whack her cousin, causing him to cower. "Benjamin Tennyson, I'm gonna…" she yelled, before being interrupted by the sound of glass smashing.

"I better go check that out," Ben said, before running in the direction of the commotion.

* * *

**(Elsewhere on Campus)**

Ben ran to where the sound was coming from and found the trophy cabinet door was broken and it appeared that some of the trophies were missing. He kept scratching the back of his head before hearing the cackle of the Circus Freaks, _"I know I've heard that laugh somewhere before"_. He ran to the door and saw that they had strung up an unconscious security guard, before running in.

"You again?!" he shouted.

"Hey, there's that brat that got rid of Zombozo," replied Thumbskull.

"It was a sweet gig working for that clown and you had to go and ruin it" continued Frightwig

"Time for some payback," replied Acid Breath as a green mist exited his mouth.

"Not today," replied Ben cycling through his aliens. He set the icon to Heatblast and slammed down, only to have transformed into Ghostfreak. However, something was different from when he usually transformed into the ghostly being, it was as if someone else was in the driver's seat.

"Nice trick kid" Acid spoke, while Thumbskull lifted a section of the seating area and proceed to toss it at the Ectonurite. Once it had landed, Acid Breath spewed a green substance over the broken and splintered wood, melting it all together. "We ain't scared of no ghosts" he spoke again as the trio laughed evilly maliciously together.

"You should be" Ghostfreak spoke in 'his' usual raspy tone as 'he' phased through the broken seats and sprang toward Acid Breath. 'He' phased through the floor again and used the crashmat that Acid was on to lift him up and throw him into the wall, head first, knocking him out. Thumbskull came at him but the ghost simply phased through him, confusing the large man, before reappearing behind him and phasing 'his' fists into Thumbskull's, causing him to scream in agony, knocking him out instantly.

Frightwig swung her hair round to Ghostfreak, trapping 'his' left arm, or so she thought, as 'he' phased through the ground, bringing her down with him. Her hair didn't phase through, but 'he' grabbed the back of her head and slammed it into the wooden floor of the gymnasium.

Gwen and Grandpa Max were stunned by the onslaught of Ben's attack on the Circus Freaks.

"Something's wrong," said a worried Max, "I have never seen Ben so vicious before". Ben usually defeated his opponents without leaving lasting damage, but now they were going to probably need some help after this treatment, not that Max would admit it.

"Ben, are you trying to ruin my chances at this academy!? Ben! I'm talking to you" yelled Gwen to her cousin.

Ghostfreak merely turned to her with 'his' purple eye and replied, "Ben's not here" Gwen stepped back as Ghostfreak let out a dark chuckle as he brought 'his' face close to hers. While that was happening, the circus trio was making their escape. "Ahhhhh, it seems they didn't learn their lesson," replied Ghostfreak who went after them.

As soon as 'he' left the building, the Omnitrix began to beep red, signalling it was time for Ghostfreak to go.

"NO NO NO! I'M NOT GOING BACK IN THERE!" Ghostfreak yelled.

Ghostfreak made it into some shade before the watch timed out and was covered in a bright red light that died down to reveal Ben.

"Man, glad that's over" sighed Ben.

"Oh, I wouldn't say that" came a familiar voice. Ben slowly brought his face up and his eyes widened to see Ghostfreak 'himself' hovering in front of him, "it's so nice to finally meet you face to face."

B... But... that's impossible... I'm you..." Ben muttered in shock as he fell back.

"Oh, how wrong you are. An Ectonurite's consciousness is linked to every single strand of their DNA, allowing them to gain immortality through the tiniest of saved samples" replied Ghostfreak, "you only had my body, as my consciousness was trapped within the Omnitrix. Now that I am free of that wretched thing, I can finally be my true self". From 'his' hands, long sharp black nails ripped through the covering on 'him', tentacles released from 'his' chest and 'he' pulled it off of him to reveal 'his' true form. Ghostfreak's form had a dark purplish skin that looked similar to a hood that covered the majority of 'his' body except around where tentacles came from in the centre of 'his' chest and around 'his' tail, which appeared to be striped white and black. Small black spines ejected along the back of 'his' back and small spikes extended from his elbows, the same colour as 'his' claws. 'He' also had a pale face that looked like that of an upside-down human skull except for the lone purple eye that stared down at him. Ghostfreak also had what seemed like black lipstick on.

"I thought you were ugly before," Ben stated in utter shock at what he had seen. He took a closer look at the spectral of Ghostfreak and went wide-eyed at a realisation, "wait, y… you're... a... g... girl...?"

"Of course. I've always been a female. Do you have any idea what it's like when you turn into me? It disgusted me every time" came Ghostfreak's raspy-like voice that actually sounded more feminine now that the sun-shield cover was off. "Let's see how you like being trapped within someone else!" replied Ghostfreak reaching towards Ben, only to recoil as her hand burned from the sunlight and a small plume of smoke arose from them. "Ahh!" She flashed intangible and went flying through the nearest wall.

Ben was frozen for a few seconds, staring at what had just transpired in front of him. _"Why couldn't she go into the Sun? I've never had that issue with Ghostfreak before."_

"Ben, there you are" came Max's voice as Ben turned to see his grandpa and cousin caught up with him. "You alright?"

"No, far from. Ghostfreak's free," replied Ben.

"Ben, we know you're free," replied Gwen.

"No, I mean Ghostfreak herself is free," replied Ben.

"Herself?" Max asked in confusion

"You got something you haven't told us Doofus?" Gwen asked with a raised eyebrow.

"Turns out Ghostfreak was a girl the whole time," replied Ben.

Gwen was silent for a moment before bursting into a fit of laughter.

"It's not funny!" Ben yelled.

"Sounds pretty funny to me," replied Gwen with a grin.

Ben just glared and soon the two began to argue loudly.

* * *

**(Elsewhere on Campus)**

Ghostfreak had soon recovered from the attack of the sunlight and was far from where she was released. _"Why did the light hurt me all of a sudden? Ben used my body before, but it had never been damaged by being in the light!"_ she thought, floating through another wall to the outside, but still in the shadow. _"To be out of one prison, only to be imprisoned within another. There must still be a part of me missing. Ahhh yes… in that prison watch on the wrist of that child. If I possess him, I can make myself whole again and I would no longer be stuck to confines of the shadows. But first, to find a temporary host."_

Glancing around the area, Zs'Skar saw up ahead a scrawny human girl in an odd attire sitting on a stone rectangular seat typing away on a laptop. Smiling wickedly, the ghost slowly approached her. At first, she was clueless, but then slowly, she began to sense something was wrong as if someone was watching her. The girl ceased her typing to look over to see if someone was coming.  
Zs'Skar had returned inside the walls of the building to conceal herself. A few seconds passed before the girl relaxed again. When her guard was down, Zs'Skar came out and revealed herself. Seeing her 'monstrous' appearance, she cried out in terror. She tried to run but was frozen from fear, allowing the ghost to easily enter through her mouth and possess her. She was a weak-willed creature, making it easy for the Ectonurite's persona to take over. Once she had full control, the ghost willed the body up, sending the laptop to the ground, breaking it in the process, and walked to the boundary of the shadow and sunlight. The girl's eyes were no longer their usual sky blue but instead were black, with purple irises and black pupils, with black cracks extending down her face from her eyeballs. Zs'Skar reached the girl's hand into the Sun and smiled, she no longer burned when in the light.

**"I guess these frail human bodies are useful after all,"** she thought aloud. The Ghost-girl walked off through the campus in search of a certain group of freaks.

* * *

**(Elsewhere on campus)**

"Ghostfreak's gotta be around here somewhere," Ben said, continuing to check rooms down one of the academy hallways with Gwen and Grandpa Max following.

"It's still funny that you used to turn into a girl every time you used that alien," Gwen said, with a smirk, "but seriously, why are you looking for yourself?". She was trying to believe that one of the aliens was actually alive and had escaped the watch.

"She said that she's been alive inside the watch this whole time, just trying to get out," Ben answered, "it would explain why I always felt weirded out when I was Ghostfreak and why it felt like I wasn't in the driver's seat."

"Look, whatever's going on, you know we'll always be here for you," Max reassured.

"He's right," Gwen said. "Even if it turns out you have a major leak in your brainpan."

"I'm not crazy, Gwen!" Ben said. "Ghostfreak is loose!"

"Okay, okay," Gwen said, "so the butter hasn't slipped completely off your noodle. But how are you planning on bringing her down once you find her? That alien's pretty dangerous, and come to think of it, pretty creepy too."

Ben then looked and saw the sunlight shining through the open window.

"Sunlight!" Ben realized, "she couldn't go into the Sun. She has to stay in the shadows."

"What, like a vampire?" Gwen asked. "You never had that problem before when you were Ghostfreak".

Ben then looked down at the Omnitrix and came to a sudden realisation. "That's exactly why she needs me. Somehow, if we're joined she'll be whole again. That means that we have to find her before sunset or we're all doomed," Ben said.

"I've got a few things from my Plumber days that might help," said Max.

* * *

**(Elsewhere on campus)**

"'How tough could it be to rob a school?" Frightwig mocked Acid Breath as she and her companions hid out in a shed. "It'll be easy money!'"

Suddenly, the door to the shed opened and a shadowy figure stood in the doorway.

"It's that kid with the watch! Let's get the hell out of here!" Acid Breath gasped.

**"Attention, freaks!"** the figure spoke as she stepped into the light, revealing herself to be Ghostfreak in the kid's body. **"You are now my minions! Obey my commands or feel my wrath!"** the voice that came from the girl's mouth was a cross between that of Zs'Skar's and her own.

The Circus Freaks gave blank stares as the girl stepped further inside for them to see the host's intimidating appearance. There was a short silence, and before long, they burst into laughter.

**"I don't think you realize who you're dealing with,"** the Ghost-girl said as she suddenly phased out of the girl, causing the black lines and purple irises to disappear, revealing her horrifying appearance and prompting the girl to run away screaming once she came to. "I am not _that_ kid. But serve me and I promise you'll never see him again".

"What if we don't wanna help you?" Thumbskull asked bluntly, stepping forward to try and intimidate the ghost, but to no avail.

"I was hoping you'd ask that".

Without warning, Ghostfreak flew into Thumbskull, possessing him and taking away his control over his own body as the same black sclera, purple eyes and black cracks appeared down his face.

"What's happening to me?" he struggled as his body was thrashed all around the shed, smashing into walls and shelves before he was finally tossed into the wall opposite his companions as Ghostfreak finally decided she'd had her fun.

"Any other questions or hesitations?"

Frightwig and Acid Breath looked at each other nervously before feigning innocence.

"When do we start?" Acid Breath asked.

Zs'Skar grinned, feeling empowered by having these three lives in the palm of my hand. _"They would make good minions, once I tame them. All that is left is to find Ben and to not risk harming myself, I must wait till nightfall."_

* * *

**(Outside Campus * Time Skip - Night)**

Night fell on the campus as the group investigated while searching for Ghostfreak.

Max held a device that seemed to pick up paranormal activity as they walked through.

"We've been at this for hours!" Gwen shouted. "If Ghostfreak trashes the campus, I'll _never _get admitted!"

The others looked at her, clearly annoyed by that statement. "...Not like that's more important than saving all these innocent people."

"I'm picking up some trace spectral activity from around that corner," Max stated as his device started beeping more rapidly as they reached a clearing.

"Okay," Ben said as he activated the Omnitrix, "let me get my game face on!" Ben said as he slammed down their core and the transformation initiated.

Ben's Omnitrix sank into his wrist and his blood vessels expanded rapidly before spreading across his entire body, which eventually reached his eyes, which he clutched shut and when he shot them open again, they were fully golden. A second pair of arms shot out just below his primary pair and his muscle mass grew exponentially. His feet morphed themselves to only have two toes and his skin turned dark red with a few black crests on his face and a second pair of eyes grew beneath his original ones. He wore a white and black one-piece bodysuit before he shot a pose.

"Hey, I meant to do that," Four Arms realized with a smile. "Maybe I'm finally getting the hang of this thing".

"Whatever," Gwen said as they heard screaming from behind her.

The students ran away from the campus screaming as Thumbskull and Frightwig approached, holding the tour guide from before hostage in her thick tentacle-like hair.

"We don't have time for you freaks!" Four Arms said.

"Yh, the party's over," Gwen glared.

"You got it all wrong, kids," Frightwig smirked. "It's about to _really _get rolling!"

That was when Ghost-Acid Breath stepped up, sporting the black crack and purple eyes. **"And it's a surprise party!"** Ghostfreak then phased out of the freak with a glare, as Max and Gwen recoiled at the sight of his appearance."Hello, Ben. Have you been working out?"

"Ghostfreak?" Four Arms asked.

"Ugh," Gwen groaned. "_Major _horror show".

"You ain't seen nothing yet!" Ghostfreak exclaimed as she flew forward and tried to possess Four Arms... without success as she simply splattered against his body, prompting him to just pull her off like a piece of gum and tossed her away. "Hmm... it seems I cannot merge with you in your alien forms. No matter, time is on my side. You will be human again soon enough".

"Well, we have a surprise of our own!" Max exclaimed as he brought out what seemed to be a flashlight-like gun that he blasted outwards, burning Ghostfreak where the blast grazed her arm.

"Daylight at night?!"

"Sun gun," Max explained. "Think of it as artificial sunlight. It projects a beam as bright as real light".

"Clever, Tennyson," Ghostfreak admitted. Max fired the gun again, but Ghostfreak was ready this time as she avoided it. "But not clever enough". She then flew into Thumbskull, possessing his body and negating the beam's effect. **"As long as I am in a host body, your weapon has no effect!"**

She then charged Four Arms, who dodged out of the way, sending her crashing into a statue. Four Arms then gave her a full body grab and performed an atomic suplex on her.

Frightwig face-palmed and shook her head as Acid Breath ran in.

Four Arms rammed Ghost-Thumbskull through several stone figures on the campus lawn before he finally tossed her to the ground as Acid Breath glared. Acid opened wide and spewed his thick green acid over the open area, burning everything it touched. He proceeded to jump on the back of Ghost-Thumbskull but was easily knocked off my Four Arms due to his weak stature. The possessed freak tried to attack again but was easily tossed by the four-armed brute into the stone stairs at the feet of Frightwig.

Ghostfreak then possessed Frightwig, walked forward and tossed the tour guide aside as Gwen then jumped outwards and caught her as the two girls crashed against each other.

Gwen chuckled at the tour guide as she glared at her. "Sooooo... do I should I turn in my admissions application to the main office or just hand it to you directly?"

Ghostfreak used Frightwig's body to wrap her hair around Four Arms' legs, sending him crashing down. The alien quickly recovered from the attack before giving the 'Bring it!' hand motion with his four hands. The freak tossed thick red locks around, but Four Arms easily blocked them or evaded them entirely before he pulled her towards him by her hair that wrapped around his fist.

Ghost-Frightwig grinned at him. **"You wouldn't hit a lady, would you?"** spoke in a voice that was a cross of her own and Zs'Skar's.

Four Arms grinned back before wrapping her up and trapping her in her own hair and throwing her aside to the ground.

"You can keep playing Musical Freaks all you want," Four Arms glared. "I'll just keep kicking their butts over and over again".

"You're right," Ghostfreak said as she phased out of Frightwig, who went unconscious. _"He would never even think of hurting his own cousin,"_ she thought sadistically, looking over to Gwen, who was helping the guide to her feet. "You have no fear in harming those you do not understand, but what if your next opponent was someone you treasure like a sister?"

"Gwen, look out!" Four Arms shouted as Ghostfreak flew towards Gwen, who screamed at the top of her lungs.

Four Arms ran, but he was no Kineceleran. As Ghostfreak approached Gwen, the fear in her green gaze grew until the crying stopped as the Ectonurite went down the throat of his cousin, causing her to collapse. Her bright green eyes were replaced with black sclera and pupils, purple irises and black cracks that snaked their way down her face.

"_She feels different to these other puny humans I have controlled"_ Zs'Skar thought _"she is hiding something, something powerful!"_.

**"Too late! Let's have some fun!"** Ghost-Gwen spoke, in a voice that was a cross of her own and Ghostfreak's. Ghost-Gwen did a backflip kick towards Ben which he dodged but couldn't stop but glare at the form of his possessed cousin. Zs'Skar willed Gwen's body to perform several Jiu-Jitsu punches and kicks that Ben avoided easily.

"So not cool!" He shouted as Ghost-Gwen leapt onto his arm and held on. Four Arms waved his upper right arm around to get her off and unintentionally threw her into the wall.

"Gwen are you alright?!" Four Arms asked as he ran over to where she was on the floor, noticing the purple eyes and black cracks had vanished.

"Ben, w… what are you doing?" Gwen asked.

"_She is strong-willed"_ Zs'Skar realised as she was no longer in control, _"but I will not be beaten by a mere child!_!". Ghostfreak took her over again and took advantage of Ben in his worried state. She then leapt up and kicked Four Arms in the face with a flying kick before backflipping towards the wall. Se then used her body to crawl along the wall, stunning Four Arms.

"_That shouldn't be possible!"_ Four Arms thought in shock. He climbed up the wall after Ghost-Gwen, digging his hand into the wall for grip.

Max walked up and noticed a ladder along the scaffolding and climbed up it to the roof.

Ghostfreak reached the top as Four Arms followed. As he started to approach, he gasped as the Omnitrix began to flash red and beep.

**"Ah, music to my ears!"**

The Omnitrix flashed, leaving Ben standing as he glared at his Ectonurite-possessed cousin as she walked towards him.

"Ben!" Max shouted, tossing his grandson the Sun gun.

"Thanks, Grandpa!" Ben called as he aimed the Sun gun at his cousin. "Come on out so we can fry your purple butt!" he threatened.

**"I have a better idea: drop the weapon so I can possess you and take over the world, Benjamin!"** Ghostfreak shouted.

"Fat chance!" Ben said.

Ghostfreak smirked and flipped on top of one of the pillars on the roof.

**"Then you'd better hope your cousin knows how to fly!"** Ghost-Gwen threatened.

"You wouldn't," Ben whimpered as Ghostfreak started pacing back.

**"Try me"** she returned. _"She could yet be of use to me, seeing his face at the thought of his cousin plummeting to her death is satisfying to watch"_ Zs'Skar thought.

At this point, the newly recovered circus freaks flipped onto the rooftop, surrounding our heroes as they looked on, concerned.

**"The next sound you'll hear is the sound of your cousin's screams as she takes the big dive!"** a dark chuckle followed after Ghost-Gwen spoke.

"Fine, you win," Ben said as he threw the Sun gun down.

Ghostfreak then smiled as he phased out of Gwen, who screamed at the sensation as Max ran over to comfort her.

"Eliminate them both!" Ghostfreak ordered as the freaks nodded and ran towards them.

"What?! We had a deal, you Halloween reject!" Ben shouted.

"Ahhhh, but you made a deal with _me, _not _them!" _Ghostfreak said as Frightwig wrapped her hair around Max and Gwen.

Ben's eyes instantly fell towards the discarded Sun gun. He then dove for it, but Ghostfreak was too quick.

He went intangible and dug his claws into Ben's shoulders and upper arms, who struggled in his grasp as he shouted out in pain.

"Ben, no!" Max shouted as he was held, helpless in the aid of his grandson.

Suddenly, green energy leaked from Ben's Omnitrix, instantly charging it as Ben quickly activated it as Ghostfreak phased into him, just managing to slam the core down.

Ghostfreak then stood back up with a grin. "Together again? Just like old-" she then suddenly coughed out and spat Ben, who had transformed into Grey Matter.

"That's enough to make me gag too," Grey Matter sighed.

Frightwig gasped as Grey Matter hopped onto her head, freaking her out and causing her to lose her focus, freeing Max and Gwen.

"Get them you fools!" Ghostfreak shouted.

The Circus Freaks ran after him and were eventually reduced to scrambling around trying to catch him, looking like absolute idiots. Thumbskull picked Frightwig up by her leg and tried shaking her upside down.

Grey Matter dropped down and hopped onto Thumbskull's back.

"Where'd that little pipsqueak go?"

He turned around and Frightwig saw him on his back, prompting her to lash her deadly locks, whipping her companion into the wall in a daze as Grey Matter jumped onto Acid Breath's head, causing her to do the same to him before he finally leapt onto Frightwig.

Thumbskull tried to take advantage and tossed a chunk of the building at her, knocking her back on her back.

Grey Matter then leapt onto Acid Breath, but he wasn't falling for it this time, brushing him off as he glared downwards. Thumbskull proceeded to step on the minuscule alien at the same time as Acid spewed his thick green substance at the feet of his companion. His reflexes tossed him back, back onto the ground 40 feet below.

Ghostfreak growled out as he saw his captives escape through the fire escape while the twins slipped through the cracks in the wall. She then followed through using her intangibility.

"Get them, you poor excuses for minions!" Ghostfreak shouted.

The circus freaks nodded and followed Gwen and Max through the fire escape.

Ghostfreak glared as he phased through the wall and into the building, where Ben was nowhere in sight.

"You can run, but you can't hide!"

* * *

**(Kitchen)**

The Circus Freaks entered the kitchen in pursuit of the others as Acid Breath glared.

"Split up. Find them!"

They split up as Thumbskull went into the refrigerator and started snacking on the next day's lunch.

Max and Gwen then took advantage of this and made a break for it. Gwen made it across but Max was caught in the reflection of the glass door to the fridge, which didn't go unnoticed by the freak. He then glared out as he chased Max through the kitchen before he opened a door, only to find that it led to the pantry - a dead end!

Thumbskull charged towards him to swiftly kicked by Max into one of the shelves as he went down to evade the charge. Max got up and proceeded to close the pantry door, locking Thumbskull in since it couldn't be opened from the inside.

Gwen nervously looked as she saw Acid Breath walk by her as she crouched down nervously, but he wasn't fooled and tossed the shelf away with a smirk.

"It's just you and me, precious" he spoke in his creepy undertone.

Gwen then took notice of the fire extinguisher next to her and smirked. "Bring it on, Stink Breath!"

Acid Breath inhaled, which prompted Gwen to take her chance and she fired the foam into his mouth before ducking behind him and smashed his head with a large frying pan, knocking him out.

Frightwig then leapt up onto the stove and smacked Gwen aside with a sideways kick to the wall before she wrapped her up with her dreadlocks.

That was when her grandfather suddenly came up to her and plopped a large vat of grease over her, causing her to slip up from the grease that spilt onto the ground. Max gave his granddaughter a thumbs up.

* * *

**(Clocktower)**

Ghostfreak wandered through the rafters of the room Ben had escaped into as he nervously hid from her view with a glance as Grey Matter started sweating until they heard the Omnitrix symbols beeping down.

"Oh, man! Not now!" Ben shouted.

Floating nearby, Zs'Skar heard the classic red flash of the recharge function the Omnitrix had before she turned around and spotted Ben back in his normal human state.

She dove after him as Ben ran over platforms, then proceeded to jump to the one adjacent but lost his grip and fell down 20 feet, landing on his back.

Ghostfreak chased after him, prompting Ben to run away but crash into a tool cart. He quickly recovered as he picked up a mallet and swung it at Ghostfreak, only for him to phase through it with a glare.

That was when the Ectonurite grabbed Ben with the tendrils coming out of his chest and tossed him away, towards the metal support beams.

"Think about it, Ben!" Ghostfreak shouted, floating up to him. "With the power of the Omnitrix and your DNA, no one will be able to stop me from taking this world and every other!"

Ben squinted and saw a sliver of sunlight coming through the curtains as he smirked.

"Hey, Ghostfreak! Eat this!" he shouted, as he swung towards the low hanging curtain and pulled down.

"It's time you saw the light, freak!" Ben shouted as he pulled the curtain down, bathing Ghostfreak in sunlight, causing her to scream out in pain.

"_I will not let this be the end of me,"_ thought a determined Zs'Skar, _"I will not meet my end at the hands of a puny child!"_. She saw that not all of the clocktower had been illuminated, so she quickly rushed to the shaded area, and phased into another room, unbeknownst to Ben, who believed that she was gone for good.

* * *

**(Back outside * Time Skip - The Next Morning)**

Later, the circus freaks were led away in an armoured van, each with their own specifically designed restraints. Thumbskull in a metal body cast, Frightwig in a straight jacket with a hood to restrain her hair and Acid Breath was being wheeled away in a mask and dolly looking like Hannibal Lecter.

"Okay... Let's see, Frightwig. Check. Acid Breath. Check. And Thumbskull. Check." A security guard wrote off the inmate checklist before he remarked to the Circus Freak Trio, "We're sending you three to a lovely place down south in Georgia known as Seagate Penitentiary, and this time you three won't be escaping again. Take them away!"

As the emergency services continued monitoring the scene, the tour guide from before walked by before looking to Gwen before giving a snobbish "humph" before walking away.

Feeling disappointed, Gwen sighed and mumbled, "Something tells me I am so not getting into Bancroft Academy".

"You don't need this stupid school to prove you're smart, Gwen," Ben said, crossing his arms and earning a look from Gwen, "I mean, do you think that any of these eggheads could've brought down those circus freaks? You're better off without this school".

Gwen gasped before she ran forward and hugged her cousin with a loving smile. "That's the nicest thing you've ever said to me! Thanks, Ben!"

Ben sighed as he hugged her cousin back before releasing and smiling that he actually made her happy.

The trio made their way back to the Rust Bucket, that was on the other side of the Campus. Grandpa Max had told them they were going to be on the road for a while, but wouldn't give any hints as to what they were going to see or be doing.

"I'll meet you guys back at the Rust Bucket" Gwen spoke, "I'm just gonna go use the girl's room".

"Ok" Max replied, "see you in a few minutes". Ben and his grandpa continued on their route as Gwen backtracked her way to find the toilet. She found the girls room quite easily through one of the archways.

Zs'Skar had hidden in one of the unused classrooms in one of the many buildings, trying to recover from the onslaught by the sunlight. _"I must get the Omnitrix if I am to become whole again,"_ she thought, _"but I won't be able to get close to that child, especially with the old man and that girl always with him. Ahhhhh, the girl. Whatever she is hiding can help me to become whole." Zs'Skar_ phased back through the wall into the open ground, but still concealed by the shadows of the archways. She looked around and saw Gwen walking back to the archway and into a room with a white sign above the door with some odd symbols on it. _"What an excellent turn of events"_. She floated over to the room and phased into the wall, so she could easily take her over.

As Gwen walked back out, the Ectonurite saw her opportunity, she phased back out of the wall and into the back of Gwen, causing her to stiffen. The black sclera, purple irises and black cracks appeared briefly on her face but quickly faded. Gwen made her way back to the RV and saw Grandpa Max in the driver's seat and Ben shotgun. She simply walked over to the little seat by the window in the motor home.

"All better pumpkin?" Max asked as he looked over to his granddaughter before turning back and starting the vehicle.

"Never better, grandpa" Ghost-Gwen answered, "never better". She looked out the window with a smirk, as her bright green eyes flashed black and purple then back to normal.

* * *

**(Gwen's Mind * Time Skip - Night)**

Gwen had awoken in a black void that seemed to go on for miles before Zs'Skar appeared in front of her.

"You are going to help me take over that cousin of yours whether you do so willingly or if I have to force you to do it," she commanded bluntly.

"I'm not helping you with anything" Gwen answered back.

"We shall see" Zs'Skar had finished before letting out a dark chuckle.

* * *

**A/N: And that is chapter 1. Please leave a comment on what you thought it. If there are any grammar or spelling mistakes, please let me know.**

**I'll see you guys in chapter 2.**


	2. Chapter 2

**A/N: Time for Chapter 2 of this series.**

**I don't own Ben 10 (Though sometimes I wish did, but that's a topic for another time).**

**On with the show.**

* * *

**Gwenfreak**

**Chapter II: What are you?**

**(Rust Bucket * Time Skip - The Next Morning)**

"Come on Grandpa" pleaded Ben, "Can you please us where we are heading?". Since they had left Bancroft, Ben had been constantly asking his Grandpa where there were off to.

"Alright fine, I'll tell you," Max gave in, "we're off to Gator-Fest! The biggest alligator festival in the country".

Ben's excitement went down the drain as the massive smile left his face. He left his seat in shotgun and went to go sit with Gwen as the disappointment he was feeling would go away after he annoyed his cousin for a bit; that always brought a smile to his face. He looked over to Gwen and saw that she was on her laptop but wasn't really concentrating. She looked like she was falling asleep as her head was leaning up against the window and her eyes were snapped shut. Ben found his opportunity and simply flicked her forehead, startling her as she stiffened.

"What the hell was that for Dweeb?" she demanded rubbing her forehead, "that really hurt".

"You were asleep, I saw a chance to annoy you," he answered with a cheeky grin.

"Well don't worry, I'll be getting you back for that," she finally stopped the rubbing, "so, did you find out where we're off to?".

"We are off to some weird alligator festival" he answered sadly, earning a look from Gwen that said _"whaaaaat?"_

"Oh, and I forget to mention," Max interrupted, "this thing doesn't start 'til the weekend and it's also in Florida, so we're gonna be on the road for a few days."

"At least that'll give me a chance to see what else there is to do in Florida while we're there," she commented, turning her laptop back on.

"So, what's up with you?" Ben questioned while playing on his handheld gaming device as she typed away, searching for things to do.

"What'd you mean?" Gwen answered cautiously.

"You never fall asleep at the window. You never even nap during the day," he noted, "what's up?"

She was taken slightly aback by his question. "Ok, who are you and what have you done with my cousin?" she interrogated, "is Ghostfreak still inside you?" She immediately felt a slight stabbing headache but put off to the lack of sleep last night.

"Jeez alright, I was only trying to be nice," Ben spat.

Letting out a sigh, she closed her laptop to look directly at Ben. "I didn't get much sleep last night. I kept waking up every hour or so and it took me ages to get back to sleep."

"You sure you're alright, Gwen?" Max asked, concern clear in his voice.

"Yeah, I'm fine," she responded hesitantly, "it's probably just a side effect of being controlled being by Ghostfreak." She felt another stabbing pain but shrugged it off.

"What was it like?" Ben had put his console down to focus on what Gwen was talking about.

"Probably the opposite to you," she reasoned, "I'm guessing with you, it's you controlling another body that isn't yours, but when he was inside me **(A/N: get your mind out of the gutter)** it was like I was in the back seat. My body was moving, and I was talking but it wasn't me doing those things. I saw everything he did though, attacking you, crawling up the wall, him threatening to throw me off the roof of the academy; being possessed, it's not something I want to experience ever again."

* * *

**(Time Skip – Early Afternoon)**

The trio had been on the road for few hours and Max had decided that they all needed to get out of a cramp space and stretch their legs. Gwen had mapped their route and found a small city will shopping mall, that they could relax in for a couple of hours. It was a fairly large place considering the size of the city, but it wasn't filled with that many people, just some kids around their age and some teens hanging around.

"We'll meet back here at three. I'm trusting you guys won't cause any trouble while we're here" Max spoke, looking more so at his grandson. The kids couldn't quite tell if he was asking a question or telling them what to do, but they took what he said on anyways. Max walked off to see what subpar food he could find.

"Why you looking at me when you say that?" Ben said innocently, "I never cause trouble," he looked behind him at Gwen who gave him a look, "much."

"Would you like them listed alphabetically, chronologically, or by severity?!" she argued before walked off to the clothing store.

"Hey! Wait up," he called, running up beside her. "Listen, I don't want to go to any of your boring clothes and makeup shops, and you don't want to go any of my game shops so, why don't we split up, and just say to grandpa that we stayed together?" he suggested.

"Sounds a little risky if you ask me," she countered.

"After everything else we have handled and gone up against, you're backing down from this?" he countered.

"Fair point," she concluded, "meet me back here at two forty-five then we can go back. Make sure he doesn't see you, otherwise we're screwed." With that final statement, Ben and Gwen parted ways as they walked off in opposite directions.

Once she was sure she was clear of Ben, Zs'Skar's persona took over Gwen's body as she stiffened, gaining black sclera, purple irises and black cracks down her face. **"Finally! I'd thought I would never be rid of that boy,"** Zs'Skar spoke through Gwen's mouth as she continued at her previous pace.

* * *

**(Gwen's Mind)**

Inside Gwen's mindscape, both Gwen and Zs'Skar floated, with the former caged up like some sort of crazed animal.

"Now, it's time for us to have a little talk Gwendolyn" Zs'Skar announced looking over to the crouched human.

"If you think I'm gonna tell you anything, you've got another coming Ghostfreak," Gwen hissed.

"I've told how I despised that name!" spoke the aggravated Ectonurite, "I think you need to be taught another lesson for your insolence."

* * *

**(Real World)**

Zs'Skar willed Gwen's body around the mall, looking for something to tie up her host up with. From digging through the girl's memories, she learnt quite a lot about the her and the planet she was. She was clearly more intelligent than Ben.

She came across a camping store that sold a variety of things, but she eyed one thing specifically, rope. She only needed a thin rope, but long enough for to be wrapped around the host body. Once she found one that was long enough, she picked it up and went over the woman at counter, and just so she wouldn't ask too many questions, Zs'Skar made it so that it was Gwen's voice who spoke. Walking up to the desk, it was clear the woman was doing something else and the Ectonurite needed to get her attention.

"**Uhh, hello?"** she called, with a hint of condescension in her tone.

The woman turned at the call and was immediately startled at the face of the 10-year-old girl. She wasn't quite sure what to make of her. Were those tattoos? She had tattoos but nothing like that. Was it face paint? Possibly, she looked like a kid. Was it makeup? Maybe, whoever did it was a true artist.

"How can I help you?" the woman kindly asked, restraining herself from wondering about her face.

"**I'd like to get this rope, please. Our one broke while on a camping trip in the forest,"** Zs'Skar spoke calmly, fabricating the lie.

"Sure, that'll be four ninety-nine," the cashier said. Ghost-Gwen promptly handed the woman the $10 note. The employee quickly changed the money and gave Ghost-Gwen her loose change, a receipt and a bag before striking up the conversation again, about her face. She had to know. "I have to know, what is that on your face. Is that makeup?"

Zs'Skar had assumed the woman wouldn't care about the cracks that appeared down the possessed girl's face. She had to make another lie.

"**Yes... it is,"** nerve subtly embedded in her voice.

"Oh my god. That's amazing, whoever did that is an artist. It looks so real," the woman was star struck at what was on the face of the girl, "you know, if you're going for that dark, witchy, horror look, there's a shop around the corner that does all of that. Clothes, shoes, makeup that sort of stuff."

"**Thank... you,"** Ghost-Gwen said begrudgingly before walking out of the shop. _"I'm also going to need something to keep the girl quiet. She's not going to like this one bit,"_ she thought, _"maybe what that woman said could be of some use."_

She took a left and the shop was right there in front of her. You couldn't miss it. There was a massive sign on top of the black double doors that said "Goth Works" in a matte silver font. She pushed open the door and her ears were immediately assaulted by the sounds of heavy metal rock music. Oddly enough, the Ectonurite didn't hate it, she found it somehow soothing for her. She looked at her surroundings and everything had a dark theme to it, all black and darker shades reds, blue and purple. Some of the clothes were covered in spikes and other bits of metal, while others had images of skulls and blood. She walked through the store looking for something that could be used as a gag and came across some small clothing that she learnt were called socks. _"This will do nicely"_ Zs'Skar noted as picked them up. She then stared down at the clothes that her host was wearing and saw how tacky they were, she needed a closet change. She went around the store picking up a variety of items before going to the cashier to pay for all of it.

"**I'd like to get all of this,"** Ghost-Gwen demanded, speaking in Gwen's voice and setting everything down.

"Sure," the cashier said as he scanned and bagged all of the clothes, "that'll be one fifteen ninety-nine, love the eyes by the way."

"**Thanks, and here you go,"** she handed the money to the employee. She really hated to be polite to all of these people, but she couldn't arouse any suspicion and draw the attention of Ben.

She walked out of the shop with her bags and went back to walking around the shopping centre.

All she needed to do now was find a place where she wouldn't be disturbed, a place that wouldn't let sound out. Luck would be on her side as she saw a large grey door slid open on her left and a man in a small buggy drove out of it. Making sure no one was looking, she darted for the door as it closed, narrowly missing being crushed between it and the wall. Looking around her, there wasn't a person in sight, meaning she could go about her business with no interruptions. She continued to stroll down the corridor looking for a private room, until she came to a door that signified it was the women's toilet. She went in, made sure it was empty and locked the bathroom door. Ghost-Gwen then sat down on the seat and pulled out one of the ropes and began to tie to around feet. Then she tied her chest to the back of the toilet, keeping her down. At this point, Zs'Skar phased out of Gwen, who was out cold, so she could finish up. Zs'Skar brought Gwen's hands behind the back of the toilet so those could to be tied up as well, meaning there was no way for her to escape.

"It's time to wake up Gwendolyn!" the ghost spoke sadistically while bringing one of her long black nails under the girl's chin.

Gwen began to stir, opening her now green eyes. "Where have you brought me?" she questioned, trying to keep as straight a face possible, she didn't want to give the alien the satisfaction that she was horrified.

"Just somewhere where we won't be disturbed," answered Zs'Skar, "so we can have a little talk about what you really are. But first…" She bent down to the first bag, grabbing the final bit of rope, then to the second bag, grabbing the socks. She shoved the socks into Gwen's mouth then tied the rope from the back of her head to her mouth, keeping the socks in place to act as a makeshift muffler. "There we go. Now to punish you for your insolence!" Zs'Skar then went intangible and sent her long claws into the arms of Gwen then unphased just slightly. In that instant, Gwen felt the worse pain she had ever experienced. She let out an agonising scream as it felt like her arms were being ripped off through the bone, tearing her muscle and skin right off. The muffled screams brought joy to the face of the Ectonurite who watched at the torment to 10-year-old was going through. In truth, the claws had only been inserted for a minute or two, but to Gwen, it felt like she was suffering for eternity. Zs'Skar took her claws out of Gwen's arms, she couldn't harm her host too much, after all, she had more planned for her. She loosened the gag so they could continue their conversation. "That should teach what your lack of respect and insulting me with that name!"

"Please…" Gwen begged, panting heavily, "please… don't do that… again,"

"Innocent child," Zs'Skar spoke, place her hand on top of Gwen's head, "we will need to improve on the amount of pain you can take, but we can leave that for another time. I will ask you again, what are you hiding?"

"I DON'T KNOW WHAT YOU'RE TALKING ABOUT!" Gwen replied, shouting, "I'm just a girl. A normal human girl. I was born and raised in Bellwood with my brother and my parents. Apart from being smart, there's nothing special about me."

Zs'Skar scratched her claw across Gwen's head, causing her discomfort but nothing compared to before. "Stop lying, Gwendolyn! When I first possessed your puny body, I thought it would be just that, like your fellow humans on this planet. Puny. Insignificant. Powerless. But you were different. There's something powerful inside of you, and I intend to use that to become whole again with the power of the Omnitrix," Zs'Skar placed the gag back into a resistive Gwen's mouth before finishing, "if you won't tell me, then I will have to find out myself. Don't worry, this won't hurt a lot… for long," she let out a malicious laugh before phasing her whole body back into Gwen. Her face gained the black sclera, purple irises and black cracks while Zs'Skar searched for the source of this unknown power. Gwen started to feel the discomfort rise slowly in her entire body, it was like she was being pushed and pulled in every direction, or rather being torn apart and put back together over and over again. It started to reach an immeasurable level, causing her to let a blood-curdling scream, which would have been deafening if the sock wasn't absorbing a lot of the sound. Her limbs were writhing, twitching as some sort of outlet for the pain, but it didn't help. What felt like hours of torture and agony, only several minutes had passed, but to Gwen it was all the same. She tried to focus on something else, anything else but the pain, but she couldn't. She closed her eyes, beginning to sob as the black cracks on her face were starting to snake their way down her neck and onto her chest.

The Ectonurite searched Gwen's entire mind and existence for the source of the power she sensed from before but came up with nothing. She couldn't find it. _"What are you hiding?"_ she thought, it was really starting to annoy her now, perhaps she made a mistake.

Gwen was still suffering. She wasn't doing any better than before, but she could feel something. Something else. It wasn't pain, but it was building inside her. The black cracks disappeared from across her body and she opened her eyes, which were now completely glowing a pinkish purple, unbeknownst her. The dark bathroom started illuminate the same colour and she looked around to find the source of the light. She looked down and was shocked at the sight. It was her. It was her hands that emanating the light.

Zs'Skar could both feel and see what was going on inside the girl. Pinkish purple energy was flowing through her body. _"What a fortunate turn of events?"_ she thought, letting out a maniacal cackle in the process, _"she is an Anodite! One of the most powerful beings in the Universe within my grasp."_ The energy started to dissipate, but she had seen and found out all that she wanted. She exited Gwen's body and saw that the girl was dripping in sweat and her face was covered in tears. She removed the gag from her mouth and Gwen immediately started taking deep breaths.

"W…What was… What was that?" Gwen inquired in a confused tone, "Where did that come from? What am I?" She had never anything like that before. Humans couldn't do that, could they?

"You, my dear, are an Anodite," Zs'Skar explained, "a powerful being, stronger than anything that you have seen from the Omnitrix. You can control and manipulate life energy itself, Mana."

This raised even more questions for Gwen. "How is that possible?!"

"You must've had an Anodite ancestor," the ghost hypothesised, "with practice, you could do anything you want. You could become more powerful than your cousin!"

"_More powerful than Ben?"_ thought Gwen curiously. She experienced some power with the keystone and the charm of Bezel, but if what Zs'Skar said was true, she could do so much more. "How can I do that?"

The Zs'Skar was smiling internally, she was giving in to the idea better than she could have hoped. "Simply allow me to help train you, I only ask that you follow my every instruction. Do you understand? And as a show of 'good faith' as you humans put it, I will free you." She proceeded to use her long claws to cut away at the ropes that were holding Gwen captive, who started to rub her wrists due to how tight the binds were. _"If I can train her, I can turn her against her cousin, and use her abilities for my own purposes."_

Gwen thought over the offer that the Ectonurite made her. Ben had the Omnitrix, Grandpa Max had his Plumber stuff, but what did she have? Being smart would only get her so far, but if she had power, real power of her own, the others wouldn't have to worry all the time about protecting her. She made her decision and looked up at the floating ghost. "What should I call you?" she asked, "you hate the other name, so do you have something else?"

"_Perfect!"_ the alien thought before answering, "you can call me Zs'Skar. My first instruction is that you do not tell the others about me or that you have discovered this about yourself."

"Why can't I tell them?" Gwen inquired.

"Because they won't understand your gift and they won't trust me after everything I've done," she answered, "also wouldn't you want to shock with what you can do once you have mastered your abilities?"

"_She has a point,"_ Gwen noted, "I don't completely trust you after what you did to me, what you do make a fair point. It would be fun to see the looks on their faces once I've practised."

"I did not get the title of High Priestess of the Anur System for nothing," Zs'Skar pointed out before getting close to Gwen's face, "also Gwendolyn, do not question my instruction! You will not like the aftermath!"

The tone of that last statement would have made Gwen cower in fear had she not been at the mercy of the ghost already. "Yes Zs'Skar," she answered obediently, bowing her head.

"We must get back to the others, we wouldn't want them to start worrying about you, now would we?" Zs'Skar joked.

"If you can help me, they won't need to keep doing that," Gwen replied confidently. She looked down at herself and realised that her clothes were still sweaty from earlier, she needed to get changed. Luckily, she saw that Zs'Skar had got some, why though she wasn't exactly sure. She looked over to the ghost floating in the middle of the bathroom, staring at her. "Ummmm, can you just turn around for a minute?" she asked calmly, she wasn't sure how to explain the need for privacy to an alien, "I need to get changed and humans generally don't like it when others are watching."

Zs'Skar wasn't exactly sure how to answer back to the request Gwen had made but simply nodded and rotated her form to face the door and give the girl her privacy.

She slipped out of the clothes that she had pretty much been wearing the summer so far and into the new clothes. The new bottoms were a pair of black jeans that had a thin purple stripe going down the sides of each leg. They stopped just above her ankles and were quite loose in their fit like the previous bottoms she wore. She slipped on the black top with sleeves that ended halfway down her arms. The front of the top was decorated with a dark purple skull with neon eyes and black lightning that was outlined in white to differentiate it from the black of the top. "Okay, I gotta admit, you had some pretty good taste when you were picking these," Gwen commented looking herself over as Zs'Skar turned to face her host, "though I'll need to change these shoes, they do not match this outfit."

"I believe it is time for me to take up my host again," the Ectonurite commanded flying closer to the girl.

"Fine! But I'm in control this time," Gwen argued as Zs'Skar phased into her body. The sclera in her eyes went black as her irises went purple, and as before, the black cracks appeared, snaking down from her eyes to her chest and torso. They flashed away quickly as her skin and eyes went back to normal. Gwen folded her old clothes and placed them into one of the bags and picked up the pieces of rope and socks to not arouse suspicion if someone were to come in at a later point. Gwen carefully unlocked the door of the bathroom to check if there were any prying eyes and from what she could see, there was no one nearby. She made her way back to the way she came but was stopped in her tracks but a hand landing on her shoulder.

"Excuse me miss," the guard spoke monotonously, "but you are not allowed to be in here. Do you have some form identification?"

She was in some real hot water now. She couldn't run off, the guard had seen her, she needed to lie her way out of this. "I was just… uhhhhh… looking for a bathroom, I was bursting to go, and I couldn't find one. I saw someone come out of here and I figured there was a toilet somewhere." She sent out a big gleaming smile to add to her innocence.

"You're gonna have to do better than that, kid," the guard commented, grabbing her by the collar, "now let's go find your parents and see if they can explain this behaviour."

"_Crap, now what am I gonna do?!"_ she thought.

"_Need a little help, my dear?"_ Zs'Skar offered.

"_What are you gonna do to help?"_ Gwen inquired.

"_Just watch Gwendolyn,"_ Zs'Skar explained, _"I will need to control you again,"_

"_Just get it over and done with. But no killing, if that's what you're thinking,"_

Gwen was possessed once again, and she immediately grabbed the guard's hand from her collar and completed a full 180 twist of the arm, bringing it in front of her. She sent her heel into the man's back, sending him crashing into the hard concrete floor. The guard turned to get up but was struck by a right hook to the face, knocking him out. Zs'Skar phased out of Gwen's body and simply observed the man out cold on the floor, before taking control of his body.

"What are you doing?" Gwen asked curiously staring at the man.

"**I'm making sure this man doesn't remember what you look like,"** she answered, **"do you want this man going to the police saying he was attacked by a young girl?!"**

"You make a fair point," Gwen continued. She watched as the man lay, drool dripping from his mouth as his irises glowed purple.

It wasn't long before Zs'Skar exited his body, "he was a weak-willed being, despite the strong exterior he portrays," she noted before going back into Gwen, but letting the girl have use of her body. They continued their way back to the main part of the mall, pressing a large green button to her side that made the large grey door slide open. She came back out and searched around for a place that sold trainers on one of the store maps and came across one that was around the corner. Once she entered the store, she instantly saw a pair that she liked that also would match her outfit, a pair of black vans that had a slight purple tinge to the material. She quickly found a pair that was in her size and paid for them, before leaving the store so she could meet up with Ben as it was nearing the time she said they should meet up. With her bags in hand, she walked through the crowds of people that now filled the mall to her meeting point. She got to the meeting point and found Ben standing around with a single bag that had a massive picture of an explosion plastered on the side, she could only guess as to what he bought.

"Hey dweeb," she spoke cheerfully.

"What's up Doofus," Ben replied, looking at her up and down, "I see you had a fun time at this place. What's with the new look? A bit darker than what you usually go for."

"Why does it bother you? Can't a girl change up her style every once in a while?" she answered back defensively.

"Jeez alright, I was only trying to be polite," Ben spoke, becoming slightly aggravated at her response.

"So, what did you get?" Gwen questioned, changing the subject.

"Just a couple of games for my console back in the RV," Ben answered, looking around at the clock, it was nearing three, "do you think we should get something to eat before we head back?"

"Good idea," she commented, "I really don't want to have to ask Grandpa to cook up something. He'll probably make dung beetle kebabs or something," they both responded to the idea by making a gaging motion as if they were going to throw up.

"I passed the food court on the way here. Come on." Ben lead Gwen back the way he came and in a couple of minutes, they were surrounded by many different fast-food eateries. They both decided on a place quite easily, McDonald's obviously, and got their food to go and ate on their way to Grandpa Max. They found him standing there waiting for them.

"You guys have a nice here?" he asked kindly.

"Yeah it was alright," Ben replied nonchalantly.

"It was interesting, in more ways than one," Gwen answered truthfully, but not making it obvious as to what she was referring to.

"Well we better get on the road, we can probably squeeze in a few more hours of driving before we stop for the night," Max spoke calmly as he turned towards the car park.

"Ok then," Ben and Gwen said simultaneously, following behind him.

* * *

**(Motel * Time Skip – Evening)**

The Alien fighting trio had been travelling for around four hours after leaving the shopping mall, and as it was nearing the night, Max had decided to find a place for them to stop. He found a small motel that was by the side of the road for RV drivers and other motorists and pulled over.

It was coming up to dinner, so Max had made some food. More specifically, he made Octopus burgers, which almost made Ben and Gwen vomit at the sight of. Since they had no other option, they had to eat it, and it turned out it wasn't that bad, besides being a bit chewy, they were quite good.

"You know, I'm surprised at how those burgers tasted," Ben commented, "sounded worse than they tasted."

"Yeah, usually when Grandpa makes something, it's still moving or has an eye in it or something," Gwen continued, "apart from the name, they tasted relatively normal,"

"So, what's the plan now then?" Ben asked.

"The plan now is to get some shut-eye," Max interrupted as he walked over to the duo, "we have a long route ahead of us tomorrow, and I want us to start nice and early."

"Can we stay up for a bit? it's not even 9," Ben argued.

"He makes a point Ben; we all know how you get when you don't get your beauty sleep," Gwen teased as she followed Max into the RV.

"Fine," Ben begrudgingly mumbled as entered the Rustbucket.

* * *

**(RV * Time Skip – Middle of the night)**

Ben had decided to stay up for a couple of hours playing on his mobile console but had fallen asleep with it lying across his chest. Gwen was sound asleep in the bottom bunk however, inside her head, she was far from being in a dream-like state.

* * *

**(Gwen's Mind)**

Both Gwen and Zs'Skar floated freely within the infinite expanse that was Gwen's mind, which currently appeared to be blank void.

"I just want to be clear on our agreement," Gwen spoke to the ghost.

"Of course," she replied.

"You help me train my abilities, and I help you become whole again, but you can't hurt Ben," Gwen clarified.

"I will agree to your terms, young Gwendolyn," Zs'Skar lied. This was never the Ectonurite's plan, she was going to get the Omnitrix, she was going use it to rule the Universe, and she wasn't going to let a 10-year-old human girl stand in her way. There was she was a reason she was the High Priestess of the Anur System.

* * *

**A/N: There you have it, chapter 2 of Gwenfreak.**

**Tell me what you think in the form of a review, constructive criticism is welcome as well.**

**Before I leave you, I would like to make a request. If you are British and a big Ben 10 fan (kind of obvious if you are reading FF), PM me, I have a story idea that I need help with the details of. I would appreciate the help.**

**I'll see you guys next time in Chapter 3.**


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